Muhlenberg Regional Medical Center, Inc.

Muhlenberg Regional Medical Center, Inc. Financial Statements

Table of Contents Page Independent Auditors Report 1 Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Changes in Net Deficit 5 Statement of Cash Flows 6 7

Independent Auditors Report Board of Directors We have audited the accompanying financial statements of Muhlenberg Regional Medical Center, Inc. ( MRMC ), which comprise the balance sheet as of, and the related statements of operations, changes in net deficit, and cash flows for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of as of, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Clark, New Jersey April 30, 2014 2

Balance Sheet Assets Liabilities and Net Deficit Current Assets Current Liabilities Cash and cash equivalents $ 318,284 $ 338,684 Current installment of long-term debt $ 398,198 $ 271,678 Prepaid expenses and other current assets 151,656 372,828 Accounts payable 268,158 360,681 Due from affiliates 15,479 205,093 Accrued expenses 73,328 102,742 Estimated third-party payor settlements 2,990,024 3,539,889 Total current assets 485,419 916,605 Accrued postretirement benefits 75,971 96,425 Other current liabilities 28,032 - Assets Whose Use is Limited 1,985,740 1,949,144 Total current liabilities 3,833,711 4,371,415 Interest in Net Assets of Muhlenberg Foundation, Inc. 10,236,201 9,677,814 Long-Term Debt 16,605,124 17,003,322 Property and Equipment, Net 12,672,591 13,417,795 Estimated Third-Party Payor Settlements 958,225 4,423,336 Deferred Financing Costs, Net 328,197 359,952 Accrued Pension Cost 5,833,428 12,463,613 Due from Affiliates - 34,713 Other Liabilities 2,038,733 36,996 Other Assets 911,141 811,189 Accrued Postretirement Benefits 61,236 140,701 Beneficial Interest in Perpetual Trusts 2,692,701 2,441,020 Due to Affiliates 41,939,485 41,938,173 Total liabilities 71,269,942 80,377,556 Net Deficit Unrestricted (56,427,662) (64,438,538) Temporarily restricted 6,228,683 5,914,620 Permanently restricted 8,241,027 7,754,594 Total net deficit (41,957,952) (50,769,324) Total assets $ 29,311,990 $ 29,608,232 Total liabilites and net deficit $ 29,311,990 $ 29,608,232 See notes to financial statements 3

Statement of Operations Years Ended Unrestricted Revenues, Gains, and Other Support Other revenues $ 2,525,932 $ 2,799,247 Net assets released from restrictions for use in operations - 95,414 Total unrestricted revenues, gains, and other support 2,525,932 2,894,661 Expenses Salaries and wages 830,353 952,412 Employee benefits (62,667) 38,274 Supplies and expenses 2,469,116 2,505,212 Depreciation and amortization 487,450 499,183 Interest 930,288 933,006 Total expenses 4,654,540 4,928,087 Operating loss (2,128,608) (2,033,426) Gain on Sale of Property - 44,152 Provision for Doutbful Collections on Related Party Receivable (24,691) - Pension Settlement (96,566) - Investment Income 129,907 91,571 Change in Net Unrealized Gains on Trading Securities 47,509 99,609 Revenues less than expenses (2,072,449) (1,798,094) Pension/Postretirement Liability Adjustment 5,068,955 309,718 Transfer from Affiliate 5,313,268 2,454,441 Decrease in Unrestricted Net Deficit from Continuing Operations 8,309,774 966,065 Loss from Discontinued Operations (298,898) (521,472) Decrease in unrestricted net deficit $ 8,010,876 $ 444,593 See notes to financial statements 4

Statement of Changes in Net Deficit Years Ended Unrestricted Net Deficits Revenues less than expenses $ (2,072,449) $ (1,798,094) Pension/postretirement liability adjustment 5,068,955 309,718 Transfer from affiliate 5,313,268 2,454,441 Decrease in unrestricted net deficit from continuing operations 8,309,774 966,065 Loss from discontinued operations (298,898) (521,472) Decrease in unrestricted net deficit 8,010,876 444,593 Temporarily Restricted Net Assets Change in interest in net assets of Muhlenberg Foundation, Inc. 323,635 86,457 Transfers from affiliates - 95,414 Investment loss (9,572) (36,668) Net assets released from restrictions for use in operations - (95,414) Increase in temporarily restricted net assets 314,063 49,789 Permanently Restricted Net Assets Change in interest in net assets of Muhlenberg Foundation, Inc. 234,752 145,327 Change in valuation of beneficial interest in perpetual trusts 251,681 179,883 Increase in permanently restricted net assets 486,433 325,210 Decrease in net deficit 8,811,372 819,592 Net Deficit Beginning of year (50,769,324) (51,588,916) End of year $ (41,957,952) $ (50,769,324) See notes to financial statements 5

Statement of Cash Flows Years Ended Cash Flows from Operating Activities Decrease in net deficit $ 8,811,372 $ 819,592 Adjustments to reconcile decrease in net deficit to net cash provided by (used in) operating activities: Depreciation 455,695 467,178 Amortization 31,755 32,005 Gain on sale of property and equipment - (44,152) Provision for doubtful collections on related party receivables 24,691 - Loss on impairment 295,314 295,055 Transfers from affiliates (5,313,268) (2,549,855) Change in valuation of beneficial interest in perpetual trusts (251,681) (179,883) Net realized and unrealized gains (107,507) (103,290) Pension/postretirement liability adjustment (5,068,955) (309,718) Change in assets and liabilities: Prepaid expenses and other current assets 221,172 55,695 Other assets (99,952) (455,218) Due from/to affiliates 5,514,216 2,491,871 Accounts payable (92,523) 47,813 Accrued expenses (29,414) (13,359) Other current liabilities 28,032 - Estimated third-party payor settlements (4,014,976) 594,406 Accrued pension cost (1,561,230) (2,227,138) Other liabilities 2,001,737 662 Accrued postretirement benefits (99,919) (110,441) Net cash provided by (used in) operating activities 744,559 (1,188,777) Cash Flows from Investing Activities Purchase of property and equipment (5,805) (12,594) Sale (purchase) of assets whose use is limited 70,911 (19,290) Net proceeds from sale of property and equipment - 44,152 Change in interest in net assets of Mulenberg Foundation, Inc. (558,387) (231,784) Net cash used in investing activities (493,281) (219,516) Cash Flows from Financing Activities Repayment of long-term debt (271,678) - Transfers from affiliates - 95,414 Net cash (used in) provided by financing activities (271,678) 95,414 Decrease in cash and cash equivalents (20,400) (1,312,879) Cash and Cash Equivalents, Beginning 338,684 1,651,563 Cash and Cash Equivalents, Ending $ 318,284 $ 338,684 Supplemental Disclosure of Cash Flow Information Interest paid $ 930,288 $ 933,006 Transfer from affiliates in the form of forgiveness of related liabilities $ 5,313,268 $ 2,454,441 See notes to financial statements 6

1. Organizational Structure and Nature of Operations ( MRMC ) is a not-for-profit, controlled entity of JFK Health System, Inc. ( JFK Health System ). MRMC was a 355-bed acute care medical center located in Plainfield, New Jersey. MRMC was established and is operated for the promotion of health. On February 21, 2008, the JFK Health System Board of Directors voted to immediately authorize the filing of a certificate of need ( CON ) application to close MRMC. The CON application was approved on July 29, 2008 and MRMC was closed on August 13, 2008 (See Note 19). In August 2008, the acute hospital at MRMC was closed and only the School of Nursing and School of Radiology and a few small outpatient services remained opened under MRMC through December 31, 2008. The Emergency Room operation was transferred to The Community Hospital Group, Inc. d/b/a JFK Medical Center during 2008, and then the School of Nursing and School of Radiology were transferred to The Community Hospital Group, Inc. d/b/a JFK Medical Center during 2009. On December 31, 2010 MRMC formed a joint venture with Meridian Healthcare to establish the new organization, JFK Meridian Home Care Services LLC d/b/a JFK at Home. JFK at Home is a Home Health Care provider. MRMC has 50% ownership in the joint venture which is accounted for on the equity method of accounting. As of, the investment was $911,141 and $811,189, respectively, and included in other assets on the balance sheet. During 2007, the Muhlenberg Foundation, Inc. (the Foundation ) transferred to MRMC a pledge which included the Midtown Shops property ( the property ). Once MRMC closed on the property, Midtown Shops became a wholly-owned MRMC subsidiary. On June 30, 2011, the property was sold. Other controlled entities of JFK Health System include: The Community Hospital Group, Inc. d/b/a JFK Medical Center ( JFK Medical Center ); John F. Kennedy Medical Center Foundation, Inc.; Muhlenberg Foundation, Inc. (the Foundation ); Lifestyle Institute, Inc.; JFK Healthshare, Inc.; Hartwyck at JFK, Inc.; Hartwyck West Nursing Home, Inc. and affiliates; Hartwyck at Oak Tree, Inc.( Oak Tree ); JFK Population Health Company, LLC; JFK Medical Associates, P.A.; and Atlantic Insurance Exchange, Ltd., a wholly-owned insurance company. Basis of Reporting The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of MRMC as a going concern. In August 2008, the acute hospital at MRMC was closed and through December 31, 2009 all operations were transferred to JFK Medical Center except for the Home Health Department which was sold in 2010. As shown in the accompanying financial statements, MRMC s revenues less than expenses were approximately ($2,072,000) and ($1,798,000) during 2013 and 2012, respectively. Its working capital deficiency was approximately $3,348,000 at December 31, 2013. As of December 31, 2013, MRMC had over $17 million owed in long-term debt and $42 million owed to affiliates with only $2.3 million in cash and assets whose use is limited. 7

In July 2009, JFK Health System issued $152,925,000 to the obligated group including JFK Medical Center, MRMC and Oak Tree, Series 2009 A-1 Bonds ( Series of 2009 A-1 Bonds ) under the State of New Jersey Hospital Asset Transformation Program ( HATP ) which refinanced the MRMC bonds. The Series 2009 A-1 Bonds were issued in connection with the termination of then acute care services at MRMC and to provide funds for various capacity expansion and capital improvement projects for JFK Health System in connection with the MRMC acute hospital closing. Principal payments of $398,198 and $271,678 are due October 1, 2014 and 2013, respectively, and is included in current installment of longterm debt. On April 1, 2009, JFK Health System Board of Directors approved an amendment to freeze the JFK Health System Cash Balance Retirement Plan effective May 3, 2009. No additional employees will be eligible to become a participant of the Plan after that date. Service credits of participants were also frozen as of May 3, 2009, but participants of the Plan will continue to earn interest credits. During 2011, MRMC approved phasing out the medical post-retirement benefits. JFK Health System will provide the opportunity for MRMC to continue its remaining operations as a going concern through funding all obligations and cash flow requirements. The financial statements do not include any adjustments that might be necessary if MRMC is unable to continue as a going concern. JFK Health System has retained a consultant to assess the organization and develop a strategic plan for JFK Health System. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include certain investments in highly liquid debt investments purchased with an original maturity of three months or less, excluding investments and assets whose use is limited. 8

Assets Whose Use is Limited Assets whose use is limited include assets set aside under deferred compensation plans and assets restricted by donor and consists of cash and cash equivalents, mutual funds, marketable equity securities and corporate bonds and are carried at fair value. Interest in Net Assets of Muhlenberg Foundation, Inc. MRMC and the Foundation are financially interrelated organizations. MRMC recognizes its rights to the assets held by the Foundation as interest in net assets of Muhlenberg Foundation, Inc. in the accompanying balance sheet unless the Foundation has been granted variance power. MRMC adjusts that interest for its share of the change in the net assets of the Foundation as a change in temporarily or permanently restricted net assets, depending upon type of donor restriction, in the accompanying statement of changes in net assets. Amounts will be distributed to MRMC when donor restrictions are met. Beneficial Interest in Perpetual Trusts Under perpetual trust arrangements, MRMC has recorded the asset and has recognized permanently restricted contribution revenue at the fair value of MRMC s beneficial interest in the trust assets. Income earned on the trust assets and distributed to MRMC is recorded as investment income in the accompanying statement of operations, unless otherwise restricted by the donor. Subsequent changes in fair values are recorded as a change in valuation of beneficial interest in perpetual trusts in permanently restricted net assets. Pursuant to the terms of the instruments creating such perpetual trusts, MRMC and Muhlenberg Foundation have no legal right to direct the application of the assets and even though these assets are reported in the accompanying balance sheet, they are subject to the jurisdiction of the court. With the closure of MRMC s hospital the perpetual trusts are all being reviewed, however, the possible future financial effects, if any, are not presently determinable. Property and Equipment Property and equipment acquisitions are recorded at cost. Donated property and equipment are recorded at fair market value at the date of receipt. Depreciation is computed using the straight-line method based on estimated useful lives ranging from 3 to 40 years. Gifts of long-lived assets such as land, buildings, or equipment are reported as unrestricted support unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long-lived assets are placed in service. 9

Impairment of Long-Lived Assets MRMC reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Deferred Financing Costs Deferred financing costs incurred in connection with the issuance of long-term debt have been deferred and are being amortized over the term of the debt using an effective interest method. Amortization amounted to $31,755 and $32,005 in 2013 and 2012, respectively. Accumulated amortization of deferred financing costs at totaled $159,776 and $128,021, respectively. Revenues Less Than Expenses The statement of operations includes the determination of revenues less than expenses. Changes in unrestricted net assets which are excluded from the determination of revenues less than expenses, consistent with industry practice, include, pension/postretirement liability adjustment, permanent transfers of assets to and from subsidiaries for other than goods and services, loss from discontinued operations and contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for the purposes of acquiring such assets). Other Revenues Other revenues consists of rental income from JFK Medical Center (see Note 17) and gains on investment in joint venture recorded under the equity method of accounting. Functional Expenses MRMC expenses are related to maintenance of the campus and continued operations. During 2013 and 2012, the functional classification of expenses are general and administrative. 10

Income Taxes MRMC is a not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxes on its exempt income under Section 501(a) of the Code. MRMC accounts for uncertainty in income taxes by prescribing a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the tax uncertainty occurs if the recognition threshold has been met. There were no tax uncertainties that met the recognition threshold in 2013 or 2012. MRMC s federal Tax Exempt Organization Business Income Tax Returns are no longer subject to examination by the Internal Revenue Service for years before 2010. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents approximate fair value at. Assets whose use is limited are stated at fair value, which are the amounts reported in the balance sheet, based on quoted market prices, if available, or estimated using quoted market prices of similar securities. Beneficial interest in perpetual trust are valued using discounted cash flow methodologies. Long-term debt fair value is calculated based on quoted market prices, if available, or estimated using quoted market prices of similar securities. Postretirement Benefits MRMC accounts for postretirement benefits on an accrual basis. Postretirement benefits include reimbursement to qualified retirees for a portion of their health and life insurance costs. Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are those whose use by MRMC has been limited by donors to a specific time period or purpose. Permanently restricted net assets have been restricted by donors to be maintained by MRMC in perpetuity. Subsequent Events MRMC evaluated subsequent events for recognition or disclosure through April 30, 2014, the date the financial statements were issued. 11

3. Net Patient Service Revenue Audits MRMC had agreements with third-party payors that provided for payments to MRMC at amounts different from its established rates. A significant portion of MRMC s net patient service revenues were derived from these third-party payor programs. A summary of the principal payment arrangements with major third-party payors follows: Medicare: Prior to August 2008, inpatient acute care services and outpatient services rendered to Medicare program beneficiaries were paid at prospectively determined rates. These rates varied according to patient classification systems that were based on clinical, diagnostic, and other factors. In addition, MRMC was reimbursed for certain cost reimbursable items at tentative interim rates, with final settlement determined after submission of annual cost reports by MRMC and audits thereof by the Medicare fiscal intermediary. MRMC s Medicare cost reports have been settled by the Medicare fiscal intermediary through December 31, 2007, with the exception of December 31, 2005, which has been filed but not finalized. Medicaid: Prior to August 2008, inpatient acute care services rendered to Medicaid program beneficiaries were paid at prospectively determined rates per discharge. These rates varied according to a patient classification system that was based on clinical, diagnostic, and other factors. Inpatient nonacute services were paid at prospectively determined per diem rates. Outpatient services were paid based on a published fee schedule, with final settlement determined after submission of annual cost reports. The Medicaid cost reports have been settled through December 31, 2008. Revenue received under third-party arrangements continues to be subject to audit and retroactive adjustment. During 2013 and 2012 there were a favorable adjustments of $2,000,000 and $1,164,475, respectively. These adjustments are related to final settlements of prior year cost reports and other settlements and are recorded within net patient service revenues of discontinued operations. 12

4. Assets Whose Use Is Limited The composition of assets whose use is limited at is set forth in the following table: Under deferred compensation plans: Cash and cash equivalents $ 29,950 $ 30,214 Mutual funds - equities 8,783 6,782 Total under deferred compensation plans 38,733 36,996 Donor restricted: Cash and cash equivalents 215,597 282,225 Mutual funds - fixed income 933,425 840,023 Mutual funds - equities 347,204 444,203 Marketable equity securities 347,185 161,528 Corporate bonds 103,596 184,169 Total donor restricted 1,947,007 1,912,148 Noncurrent portion of assets whose use is limited $ 1,985,740 $ 1,949,144 Unrestricted investment income, gains and losses for assets whose use is limited, and cash and cash equivalents are comprised of the following in 2013 and 2012: Investment income: Interest and dividend income $ 69,909 $ 87,890 Realized gains, net 59,998 3,681 Total $ 129,907 $ 91,571 Change in net unrealized gains on trading securities $ 47,509 $ 99,609 13

5. Fair Value Measurements MRMC measured its assets whose use is limited on a recurring basis in accordance with accounting principles generally accepted in the United States of America. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows: Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to MRMC for identical assets. These generally provide the most reliable evidence. Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs. Level 3 - Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques. Fair Value as of December 31, 2013 Carrying Value Fair Value Level 1 Level 2 Level 3 Reported at Fair Value Assets whose use is limited: Cash and cash equivalents $ 245,547 $ 245,547 $ 245,547 $ - $ - Mutual funds - equities 355,987 355,987 355,987 - - Mutual funds - fixed income 933,425 933,425 933,425 - - Marketable equity securities 347,185 347,185 347,185 - - Corporate bonds 103,596 103,596-103,596 - Beneficial interest in perpetual trusts 2,692,701 2,692,701 - - 2,692,701 Total $ 4,678,441 $ 4,678,441 $ 1,882,144 $ 103,596 $ 2,692,701 Disclosed at Fair Value Cash and cash equivalents $ 318,284 $ 318,284 $ 318,284 $ - $ - Long-term debt $ 17,003,322 $ 18,372,819 $ - $ 18,372,819 $ - 14

Fair Value as of December 31, 2012 Carrying Value Fair Value Level 1 Level 2 Level 3 Reported at Fair Value Assets whose use is limited: Cash and cash equivalents $ 312,439 $ 312,439 $ 312,439 $ - $ - Mutual funds - equities 450,985 450,985 450,985 - - Mutual funds - fixed income 840,023 840,023 840,023 - - Marketable equity securities 161,528 161,528 161,528 - - Corporate bonds 184,169 184,169-184,169 - Beneficial interest in perpetual trusts 2,441,020 2,441,020 - - 2,441,020 Total $ 4,390,164 $ 4,390,164 $ 1,764,975 $ 184,169 $ 2,441,020 Disclosed at Fair Value Cash and cash equivalents $ 338,684 $ 338,684 $ 338,684 $ - $ - Long-term debt $ 17,275,000 $ 19,730,241 $ - $ 19,730,241 $ - The following table summarizes changes in Level 3 instruments measured at fair value on a recurring basis: Balance, beginning of year $ 2,441,020 $ 2,261,137 Investment income from beneficial interest in perpetual trusts 96,397 89,992 Distributions from beneficial interest in perpetual trusts (96,397) (89,992) Valuation gain 251,681 179,883 Balance, end of year $ 2,692,701 $ 2,441,020 Level 1 and Level 2 assets whose use is limited are valued at fair value based on quoted market prices, or similar assets quoted market prices. Level 3 instruments are valued using discounted cash flow methodologies based on the underlying securities. Beneficial interest in perpetual trusts are eleven trusts established in which MRMC receives between 2.5% and 100% of the annual income and gains and losses are discounted using an average interest rate of 2.9%. 15

6. Property and Equipment Property and equipment and accumulated depreciation at are as follows: Land and land improvements $ 1,366,989 $ 1,366,989 Buildings and improvements 61,579,463 61,874,777 Fixed equipment 66,694 66,694 Equipment 42,527,998 42,522,194 Total 105,541,144 105,830,654 Less accumulated depreciation 92,868,553 92,412,859 Property and equipment, net $ 12,672,591 $ 13,417,795 Due to the closure of the acute care facility of MRMC, cumulative impairments of $14,047,027 and $13,751,713 were recorded against building and improvements and equipment assets as of, respectively. 7. Accrued Expenses Accrued expenses at are as follows: Unemployment $ 2,972 $ 3,000 Other 43,459 68,690 Employee benefits 17,255 20,780 Refunds of overpayments 9,642 10,272 Total $ 73,328 $ 102,742 16

8. Long-Term Debt Series 2009 A-1 Bonds, Obligated Group In June 2009, the New Jersey Health Care Facilities Financing Authority (the Authority ) issued $152,925,000 to the obligated group consisting of JFK Medical Center, Oak Tree, and MRMC (the Borrowers ), Series 2009 A-1 Bonds ( Series of 2009 A-1 Bonds ) under the State of New Jersey Hospital Asset Transformation Program ( HATP ). The Series of 2009 A-1 Bonds include serial bonds of $5,930,000, maturing through October 1, 2014 with interest at 4.0%, term bonds of $30,540,000 with interest at 5% due through October 1, 2019, term bonds of $40,735,000 with interest at 5.25% due through October 1, 2024, and term bonds of $75,720,000 with interest of 5.75% due through October 1, 2031. Principal payments are due annually beginning October 1, 2013. The Series of 2009 A-1 Bonds refinanced various series of bonds issued on behalf of, and other indebtedness of JFK Medical Center, Hartwyck at Oak Tree, and MRMC, all in connection with the termination of the provision of hospital acute-care services at MRMC and pursuant to the State s HATP, paying the costs of issuance of the Series and providing funds for various capacity expansion and capital improvement projects at JFK Medical Center. MRMC s long-term debt at consists of the following: New Jersey Health Care Facilities Financing Authority Revenue and Refunding Bonds, Series 2009 A-1 Bonds, Obligated Group $ 17,003,322 $ 17,275,000 Less current installments 398,198 271,678 Long-term debt, excluding current installments $ 16,605,124 $ 17,003,322 MRMC s scheduled principal repayments for long-term debt are as follows: Years ending December 31: 2014 $ 398,198 2015 532,625 2016 675,524 2017 709,978 2018 746,691 Thereafter 13,940,306 Total $ 17,003,322 Payments of principal and interest on the Series 2009 Bonds are collateralized by all property and gross receipts of the Borrowers. 17

9. Pension Plan and Postretirement Healthcare Benefits Cash Balance Retirement Plan The JFK Health System has a defined benefit pension plan (the "Pension Plan") covering substantially all JFK Medical Center employees and the employees of other participating subsidiaries. Amounts are allocated by the JFK Health System to its subsidiaries based upon relative service costs. The JFK Health System uses a December 31 measurement date for the Pension Plan. The Pension Plan was frozen effective May 2, 2009. On April 1, 2013, the Pension Plan was certified to permit 100% lump sum distributions. Each year on April 1, the Pension Plan s actuary will certify the funded status. If the Pension Plan s funded status equals or exceeds 80% of the projected benefit obligation, the Pension Plan will be allowed to pay 100% of benefits as a single lump sum. If the Pension Plan s funded status is less than 80%, no single lump sum distributions will be permitted. In August 2013, the Pension Plan offered lump sum settlements to certain participants which were accepted which reduced the projected benefit obligation and assets by $5,077,521. The changes in projected benefit obligations allocated by JFK Health System to MRMC in 2013 and 2012 are as follows: Projected benefit obligation at beginning of year $ 47,122,023 $ 44,740,058 Interest cost 1,592,731 1,946,648 Actuarial (gain) loss (2,758,439) 2,202,601 Benefits paid (903,076) (1,767,284) Plan settlements (5,077,521) - Projected benefit obligation at end of year $ 39,975,718 $ 47,122,023 Accumulated benefit obligation $ 39,975,718 $ 47,122,023 The changes in plan assets allocated by JFK Health System to MRMC in 2013 and 2012 are as follows: Fair value of plan assets at beginning of year $ 35,969,370 $ 30,945,930 Actual return on plan assets 3,360,247 4,622,204 Employer contributions 1,523,370 2,168,520 Benefits paid (903,076) (1,767,284) Plan settlements (5,077,521) - Fair value of plan assets at end of year $ 34,872,390 $ 35,969,370 18

The following is a summary of the funded status of the plan allocated by JFK Health System to MRMC at : Fair value of plan assets $ 34,872,390 $ 35,969,370 Projected benefit obligation 39,975,718 47,122,023 Funded status of the plan (under funded) $ (5,103,328) $ (11,152,653) The amounts of net periodic pension cost (credit) allocated by JFK Health System to MRMC for 2013 and 2012 are as follows: Interest cost $ 1,592,731 $ 1,946,648 Expected return on plan assets (2,730,546) (2,443,185) Amortization of actuarial loss 382,881 384,044 Settlement loss 1,379,517 Net periodic pension cost (credit) $ 624,583 $ (112,493) A net actuarial gain of $3,388,138 represents the previously unrecognized component of net periodic pension cost included in unrestricted net assets at December 31, 2013. A net actuarial loss of $23,582 represents the previously unrecognized component of net periodic pension cost included in unrestricted net assets at December 31, 2012. A net actuarial loss of $235,050 represents the unrecognized component of net periodic benefit cost included in unrestricted net assets at December 31, 2013 expected to be amortized into net periodic pension cost in 2014. The following table provides the amounts recognized in the balance sheet at : Accrued pension cost Noncurrent $ 5,103,328 $ 12,463,613 Net amount recognized $ 5,103,328 $ 12,463,613 During 2013 and 2012, an additional $730,100 and $1,310,960, respectively, was accrued for in accrued pension cost to cover inactive MRMC participants through 2014 calculated by the actuary. The contribution to the plan in 2014 is expected to be $1,402,840. 19

The weighted-average assumptions used in computing the plan s benefit obligation at are as follows: 20 Discount rate 4.55 % 3.57 % Rate of compensation increase N/A N/A The weighted-average assumptions used in the measurement of the plan s net periodic pension cost for the years ended are as follows: Discount rate 3.57 % 4.53 % Expected long-term rate of return on plan assets 8.00 8.00 Rate of compensation increase N/A N/A The expected long-term rate of return on plan assets assumption was developed based on historical returns for the major asset classes. This review also considered both current market conditions and projected future conditions. Adjustments are made to the expected long-term rate of return assumption when deemed necessary based upon revised expectations of future investment performance of the overall capital markets. The expected long-term rate of return assumption used in computing 2013 net periodic pension cost was 8.0%. The following table sets forth the actual asset allocation and target asset allocation for plan assets at : Target Asset Allocation 2012 Target Asset Allocation 2013 Asset category: Equity securities 39 % 33 % 52 % 50 % Debt securities 46 52 34 35 Alternative investments collective fund 15 15 14 15 The plan assets are invested among and within various asset classes in order to achieve sufficient diversification in accordance with JFK Health System risk tolerance. This is achieved through the utilization of asset managers and systemic allocation to investment management styles, providing a broad exposure to different segments of the fixed income and equity markets. The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid: Years ending December 31 2014 $ 1,915,259 2015 2,041,943 2016 2,460,946 2017 2,252,015 2018 2,627,431 2019-2022 15,318,993

The plan's collective fund, an alternative investment, is comprised of limited partnerships that invest primarily in securities that are traded in active markets. Its investment objective is to deliver a 7% rate of return, but with approximately half of the annualized volatility of equities. This approach can generate investment results that achieve higher long-term returns; however, this approach can also produce negative results depending on market conditions. The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2013: Assets at Fair Value as of December 31, 2013 Total Level 1 Level 3 Money Market $ 957 $ 957 $ - Mutual funds: Large cap 6,978,363 6,978,363 - Small cap 1,765,755 1,765,755 - Equities 4,497,700 4,497,700 - Emerging markets debt fund 684,635 684,635 - High yield bond fund 1,708,384 1,708,384 - Long duration funds 13,855,575 13,855,575 - Collective funds 5,381,021-5,381,021 Total $ 34,872,390 $ 29,491,369 $ 5,381,021 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2012: Assets at Fair Value as of December 31, 2012 Total Level 1 Level 3 Mutual funds: Large cap $ 10,200,068 $ 10,200,068 $ - Small cap 2,201,060 2,201,060 - Equities 6,316,918 6,316,918 - Emerging markets debt fund 1,434,449 1,434,449 - High yield bond fund 2,960,257 2,960,257 - Long duration funds 7,932,732 7,932,732 - Money market funds 104 104 - Collective funds 4,923,782-4,923,782 Total $ 35,969,370 $ 31,045,588 $ 4,923,782 21

The following table summarizes changes in Level 3 instruments measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) Collective Fund Balance, beginning of year $ 4,923,782 $ 4,301,178 Unrealized gain 457,239 622,604 Balance, end of year $ 5,381,021 $ 4,923,782 The following is a description of the valuation methodologies used for the plan s assets measured at fair value: Mutual funds - Valued at the net asset value ( NAV ) of shares held by the plan at year-end. Collective funds (alternative investments) - Valued by an independent advisor that values the underlying investments of the partnership, which are substantially invested in an active market in which the individual securities are traded. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although MRMC believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Postretirement Benefits In addition to the JFK Health System defined benefit pension plan, MRMC sponsors defined benefit medical and life insurance plans for eligible retirees. To be eligible, a retiring employee must have at least 10 years of service and have attained age 55. Coverage under the life insurance benefit plan is provided on a noncontributory basis, and the medical insurance plan is partially contributory. MRMC s funding policy is on a pay-as-you-go basis; the life insurance plan is funded through individual life insurance contracts. Both coverages terminate at age 65, when a Medicare supplemental program is provided on a fully contributory basis. In January 2011, MRMC approved a five year phase out of the retiree medical program. Beginning in 2012, the subsidy will be reduced each year by $500 until January 1, 2016 when the medical program will end. 22

The changes in benefit obligations in 2013 and 2012 are as follows: Benefit obligation at beginning of year $ 237,126 $ 347,567 Interest cost 1,314 5,255 Plan participants' contributions 84,415 96,589 Actuarial gain (25,092) (43,504) Benefits paid (160,556) (168,781) Benefit obligation at end of year $ 137,207 $ 237,126 The changes in plan assets in 2013 and 2012 are as follows: Fair value of plan assets at beginning of year $ - $ - Employer contribution 76,141 72,192 Plan participants' contributions 84,415 96,589 Benefits paid (160,556) (168,781) Fair value of plan assets at end of year $ - $ - The following is a summary of the funded status and amounts recognized in the System s financial statements as of : Fair value of plan assets $ - $ - Accumulated benefit obligation 137,207 237,126 Funded status of the postretirement plan (underfunded) (137,207) (237,126) Accrued postretirement healthcare benefit liability at end of year (137,207) (237,126) Less current portion (75,971) (96,425) Noncurrent portion of accrued postretirement healthcare benefit liability $ (61,236) $ (140,701) 23

The amounts of net periodic postretirement benefit credit in 2013 and 2012 are as follows: Interest cost $ 1,314 $ 5,255 Amortization of prior service credit (179,835) (179,835) Unrecognized net (gain) loss (2,978) 13,395 Net periodic postretirement benefit credit $ (181,499) $ (161,185) A net actuarial gain of $25,092 and $43,504 represent the previously unrecognized components of net periodic postretirement benefit cost included in unrestricted net assets at, respectively. A net actuarial gain of $10,357 and a prior service credit of $179,835 are expected to be recognized in net periodic postretirement benefit cost in 2014. The weighted-average assumptions used in determining the actuarial present value of the projected benefit obligation for 2013 and 2012 are as follows: Discount rate.45 %.74 % Healthcare cost trend rate N/A N/A Year ultimate increase reached N/A N/A Assumed healthcare cost trend rates have a significant effect on the amounts reported for postretirement benefit plans. However, since MRMC has reached the employer-paid cap on benefits, a one percentage point change in assumed healthcare cost trend rates would not have an effect on the components of net periodic postretirement benefit cost and the postretirement benefit obligations for 2013. MRMC expects to contribute $75,971 to its postretirement benefit plan in 2013. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ending December 31: 2014 $ 75,971 2015 61,821 10. Professional and General Liability Insurance AIE was incorporated under the laws of Bermuda on June 24, 1987 and insures the risks of JFK Health System and its subsidiaries. During 2013 and 2012, there were no AIE premiums charged to MRMC as a result of the tail coverage that was purchased and expensed in 2010. MRMC believes that it has adequate insurance coverages for all asserted claims and has no knowledge of unasserted claims which would exceed its liabilities at AIE or insurance coverages. 24

11. Health Insurance Benefits MRMC self-insures its employee health insurance coverages. MRMC accrues the estimated costs of incurred and reported and incurred but not reported claims, after consideration of its individual and aggregate stop-loss insurance coverages, based upon data provided by the thirdparty administrator of the program and its historical claims experience. MRMC recorded a liability of $17,255 and $20,710 at, respectively, related to health insurance. The amount is included in employee benefits in accrued expenses in the accompanying balance sheet. 12. Deferred Compensation Plans MRMC has certain deferred compensation and supplemental income plans for key employees. The actuarially determined costs of such plans are accrued. The plans accumulated benefit obligations amounted to $38,733 and $36,996 at, respectively. MRMC funds the entire amount of accumulated benefit obligations which is included in assets whose use is limited in the accompanying balance sheet. No benefit payments were made during 2013 and 2012. 13. Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are related to, or restricted for, the following: Assets held for betterments to plant facilities and purchases of equipment $ 212,749 $ 222,321 Interest in temporarily restricted net assets of Muhlenberg Foundation, Inc. 6,015,934 5,692,299 Total $ 6,228,683 $ 5,914,620 Permanently restricted net assets are related to the following: Investments to be held in perpetuity, the income from which is generally available for MRMC operations and programs $ 1,328,059 $ 1,328,059 Interest in permanently restricted net assets of Muhlenberg Foundation, Inc. 4,220,267 3,985,515 Beneficial interest in perpetual trust 2,692,701 2,441,020 Total $ 8,241,027 $ 7,754,594 25

Endowment Funds MRMC s endowment funds consist of one fund established to support the operations of MRMC. The endowment includes only donor-restricted endowment funds at the current time. As required by accounting principles generally accepted in the United States of America, net assets associated with endowment funds are classified and reported based upon the existence or absence of donor-imposed restrictions. Management has interpreted relevant New Jersey state law governing the net asset classification of endowment funds as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result, MRMC classifies as permanently restricted net assets (a) the original value of gifts donated as permanent endowments; (b) the original value of subsequent gifts to the permanent endowments, and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. Interest income earned on the endowment funds or market losses in excess of original value of the gift are recorded in either unrestricted or temporarily restricted net assets, depending upon the donor designation. The endowment fund is invested consistent with an investment policy statement that is monitored by MRMC s board of directors. The investment policy employed is meant to achieve long-term growth while providing modest investment income which would be available for current funding. Funds in the trust are primarily invested in cash and cash equivalents, fixed income securities, mutual funds and equities and in total strive for a forty/sixty split between fixed income securities and equities. Changes in permanently restricted endowment net assets for the years ended is comprised of the following: Endowment net assets, beginning of year $ 1,328,059 $ 1,328,059 Total investment return 298,796 223,252 Total assets restricted by donor for permanently restricted endowment funds 1,626,855 1,551,311 Unrestricted net assets increased for unrealized gains (298,796) (223,252) Endowment net assets, end of year $ 1,328,059 $ 1,328,059 14. Concentrations of Credit Risk MRMC maintains its cash and cash equivalents with several financial institutions. Cash and cash equivalents on deposit with any one financial institution are insured up to $250,000. 26

15. Contingencies Reopening of Cost Reports In October 2006, MRMC received a letter from Riverbend, the previous New Jersey s Medicare fiscal intermediary, indicating their intention to reopen previously final settled Medicare cost reports for 2001 through 2003. Riverbend cited that the calculations for Disproportionate Share Hospital ( DSH ) reimbursement for these years may have contained errors in the number of Medicaid eligible days, which is a critical component of the DSH calculation. For these years, Riverbend received information on Medicaid eligible days from the New Jersey Medicaid Agency, The Division of Medical Assistance and Health Services. During 2009 CMS decided not to reopen cost reports for the fiscal years 2001 to 2003. The balances for these years were moved to the 2005 to 2006 cost report years. Utilizing Medicaid eligible days based on the final settled Medicare cost report for 2004, MRMC estimated a potential overpayment of DSH reimbursement for 2005 through 2007 of $2,684,051 as of December 31, 2012. In 2013, the 2006 and 2007 cost reports were settled. The 2005 and 2008 reports remain open with an estimated DSH Liability of $1,371,300 combined. These amounts are included in estimated third-party payor settlements in the accompanying balance sheet. Asbestos Other MRMC s building, which was constructed prior to the passage of the Clean Air Act, contains encapsulated asbestos material. Current law requires that this asbestos be removed in an environmentally safe fashion prior to the demolition and renovation of the building. At this time, MRMC does not have plans to renovate this building; and, therefore, a liability for such asbestos removal cannot be reasonably estimated and there is no liability recognized in the accompanying financial statements. The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations is subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. Government activity continues to increase with respect to investigations and allegations concerning possible violations by healthcare providers of fraud and abuse statutes and regulations, which could result in the imposition of significant fines and penalties as well as significant repayments for patient services previously billed. Management is not aware of any material incidents of noncompliance that have not been provided for in the accompanying financial statements; however, the possible future financial effects of this matter on MRMC, if any, are not presently determinable. 16. Lease Commitments Rental expense on operating leases which ended in 2012 was $18,000. 27